Each one in plain English, with the numbers worked through for a shareholder.
13 Feb 2025business combination● NeutralMajor
On February 13, 2025 the company began mailing its definitive proxy statement/prospectus for an extraordinary general meeting on March 6, 2025 (record date February 10, 2025). Shareholders will vote on the Blue Gold business combination agreement (as further amended January 8, 2025) and on the merger of Perception into Blue Gold Limited, plus a possible adjournment. Blue Gold Limited would issue 11,450,000 Class A shares, valued at $10.00 each, to BGHL's shareholders; Perception Class A shares convert one-for-one into Blue Gold Limited Class A shares, and each whole warrant becomes a warrant for one Blue Gold Limited share. The board unanimously recommends voting for, and the filing says the managing sponsor may be incentivised to complete a deal that is less favourable to shareholders because its founder shares and exchange shares become worthless otherwise. This moves the deal from registration to the shareholder vote stage; the shown text does not cover redemption terms or the trust balance.
On November 7, 2024 the company, Blue Gold Limited and BGHL signed Amendment No. 1 to the June 2024 Second Amended deal agreement. It changes the Blue Merger so Blue Merger Sub merges into NewCo, with NewCo surviving; it exempts the effect of Perception share redemptions and an NYSE delisting from the 'Material Adverse Effect' definition; and it moves the Outside Date from November 5, 2025 to January 31, 2025. The filing notes a Form F-4 registration statement has been filed, and that the 10-K/A was filed August 30, 2024, so the planned restated annual report has now been filed. The earlier Outside Date was a year away, so the new date is a much earlier cutoff; the filing does not say why.
On September 24, 2024 the company cancelled the November 6, 2023 Blue Capital convertible note (up to $2,000,000) and replaced it with a new interest-free note of up to $2,000,000 with Blue Perception Capital LLP. It is repayable at the earliest of a business combination, liquidation, or December 31, 2024; $1,275,739 was already received, with further payments scheduled through November 29, 2024. At closing, amounts outstanding convert into Class A shares at $1.00 and RCF VII Sponsor forfeits an equal number of shares; Blue Perception may also buy up to 377,812.5 shares from Perception Capital Partners IV at $1.20 for 18 months after closing. This is new financing, and the December 31, 2024 repayment date is a new pressure point alongside the November 5, 2024 deadline (inference).
On September 6, 2024 the board approved two equity deals. The sponsor, Perception Capital Partners IV, will swap its 9,067,500 private warrants for 755,625 Class A shares (one share per 12 warrants), with no trust rights or vote on the business combination. The company will also sell 609,250 preference shares to BCMP Services Limited for $700,000 in two tranches, each converting into 20 Class A shares 61 days after a business combination; the first tranche of 435,179 shares for $500,000 closed September 9. These new shares will dilute other holders after a deal (inference), and the warrant swap removes those private warrants.
On August 21, 2024 the NYSE told the company it breached a listing rule because the Q2 2024 10-Q had not been filed. The company says it expects to file as soon as possible, that the deficiency is resolved on filing, and that there is no immediate effect on the listing. This is a second NYSE compliance issue alongside the January 2024 300-holder notice, and follows the August 26 restatement news in the press release.
On August 26, 2024 the company said its 2023 annual report and Q1 2024 quarterly report should no longer be relied on, because a deferred underwriting fee was still shown as a liability after the underwriters waived it in October and November 2023. Liabilities were overstated by $8,050,000 at December 31, 2023 and March 31, 2024; no impact on cash is expected, and the company will file an amended 10-K and restate in the Q2 10-Q. It reports a material weakness in internal controls, the second restatement this year after the April 2024 one on related-party notes.
On June 12, 2024 the company, Blue Gold Limited (now described as its wholly owned subsidiary) and BGHL signed a second amended deal agreement, restructuring the transaction again. The company will merge into Blue Gold Limited (called "New Perception"), and a new Cayman company holding all BGHL shares will merge into a new subsidiary, which survives as New Perception's wholly owned subsidiary. This reverses the May 2 structure, and the closing conditions are the same (shareholder approvals, effective registration statement, regulatory approvals, NYSE or Nasdaq listing). The filing text provided is truncated.
On May 2, 2024 the company and Blue Gold Holdings Limited (BGHL) signed an amended deal agreement that changes the structure: the company will form a subsidiary that merges into BGHL, which survives as the company's wholly owned subsidiary. This replaces the December 2023 structure, in which the company itself was to merge into a subsidiary of the new Blue Gold Limited. The same closing conditions apply (both shareholder votes, an effective registration statement, regulatory approvals, NYSE or Nasdaq listing), and the filing text provided is truncated so later terms are not covered.
On April 16, 2024 the audit committee decided the 10-Qs for the quarters ended March 31, June 30 (written as June 20 in the filing) and September 30, 2023 should no longer be relied on, because related-party notes were wrongly carried at fair value instead of cost. The company does not plan to amend them, says there is no expected effect on cash or the trust balance, and reports a material weakness in internal controls. This affects the earlier reported results, including the $792 thousand loss and $2.7 million income reported for the June and September quarters.
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust disclosed a new substantial Perception Capital Corp. IV shareholding (0.00% of votes).
Saba Capital Management, L.P, Boaz R. Weinstein, Saba Capital Management GP, LLC reported no remaining Perception Capital Corp. IV shareholding in its periodic institutional filing.
Millennium Management LLC, Millennium Group Management LLC, Israel A. Englander reported no remaining Perception Capital Corp. IV shareholding in its periodic institutional filing.
Adage Capital Partners, L.P, Adage Capital Partners GP, L.L.C, Adage Capital Advisors, L.L.C, Robert Atchinson, Phillip Gross reported no remaining Perception Capital Corp. IV shareholding in its periodic institutional filing.
On January 19, 2024 the NYSE told the company it fails the rule requiring at least 300 public stockholders. The company must submit a plan within 45 days to regain compliance by November 15, 2024; shares keep trading meanwhile with a "below compliance" suffix such as RCFA.BC, and the NYSE could start delisting if the plan is not accepted or followed. The notice is a new listing risk alongside the pending Blue Gold deal; the filing says it has no immediate impact on the securities.
Grant Thornton told the audit committee on November 14, 2023 that it declined to stand for re-appointment as auditor for 2023, and on December 13, 2023 the company hired WithumSmith+Brown. Withum will also audit 2022 so Grant Thornton's consent is not needed in future filings. The filing reports no disagreements with Grant Thornton; its prior reports on 2021 and 2022 included a going-concern explanatory paragraph.
The company signed the formal Business Combination Agreement on December 5, 2023 with Blue Gold Limited (PubCo) and Blue Gold Holdings Limited. PubCo buys all of Blue Gold Holdings' shares for PubCo shares worth $114.5 million, then the company merges into a PubCo subsidiary and survives as a PubCo subsidiary. Each company share would be exchanged for a PubCo share one-for-one and warrants would become PubCo warrants on the same terms. Closing needs shareholder approval from both sides, an effective registration statement, regulatory approvals and an NYSE or Nasdaq listing. Blue Gold Holdings also agreed to form a subsidiary by March 31, 2024 to acquire rights to leases for certain mines in Ghana, with a royalty payable to the former owner. The filing text provided is truncated, so termination terms and other details are not covered here.
The company (RCF Acquisition Corp., being renamed Perception Capital Corp. IV) announced a business combination agreement with Blue Gold Holdings Limited, a gold mining platform, via a new holding company called Blue Gold Limited. The press release says Blue Gold holders would receive equity valued at $114.5 million (subject to adjustments), over $52 million remains in trust after a December 5, 2023 shareholder vote extended the deadline to November 5, 2024, and closing is expected in Q2 2024 with a New York Stock Exchange listing. This finally names a target, resolving the open thread about identifying one, and is subject to shareholder and regulatory approvals.
The sale of the sponsor's securities to Perception Capital Partners IV LLC closed on November 6, 2023, and control of management and the board changed hands. Rick Gaenzle replaces Sunny Shah as CEO, Tao Tan becomes President and John Stanfield CFO and Corporate Secretary, and all seven former directors resigned in favor of Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas Abood and Karrie Willis. At closing there were 18,764,431 Class A shares and one Class B share outstanding; the largest holder before closing was RCF VII Sponsor with 5,347,499 Class A shares (28.5%). This completes the sponsor sale announced on November 3, 2023.
3 Nov 2023capital raising announcement● NeutralMajor
On November 2, 2023 the sponsor, RCF VII Sponsor LLC, agreed to sell some of its Class A shares and private placement warrants to Perception Capital Partners IV LLC, with closing expected November 6, 2023. This is a change in who controls the sponsor's stake; the filing gives no price or number of securities and no business combination target.
